Trapped Beneath a Helmet
by Mike Canary
Summary: When all soldiers look the same, even beneath the helmet, how do you tell the good soldiers from the bad.
1. Chapter 1 Order 89

_**Hi, My name is Mike. I originally wrote this as part of my other Fic, the Jedi Strike Back. It was very good and well recieved, so I decided to release it as a seperate Fic. Please enjoy! And review.**_

**_Oh, and the reason C-41 and U-30 do not have the ususal designation numbers is explained in the Jedi Strikes Back. Basically, they are the very, very first generation of Fett Clones._**

_During the opening battles of the Clone Wars_

In the early days of the war, the Republic was fighting a seemingly hopeless fight. There were just too many droids and too few battalions of clones. These few battalions were deployed only in places where they were absolutely necessary, like the forest world of Cerali.

The Cerali were a mixed bag politically. Some were pro republic, others die hard separatists. However, the planet also had some of the world's richest cortosis alloy and ore depots. This rare metal was highly valued by the Separatists, mostly due to its ability to block and even deactivate lightsabers. The metal in its pure form was noted for its natural charge, which could be used to overload the beam of a lightsaber, instantly deactivating it. Unfortunately, pure cortosis was also very brittle. It needed to be mixed with more durable metals to be wholly effective in combat. This took away its lightsaber deactivating properties, but any blade made of this mix would still be highly resistant to lightsabers.

Either form of the metal would cause the Republic problems. Several issues had already arisen with some Jedi encountering Cortosis metal Droids. Deeming the planets that held Cortosis high priority, the Jedi Council had begun deploying commandos and battalions to defend them from Separatist incursions. C-41's battalion was one such group.

* * *

Deployed with the rest of the 2nd Legion, C-41 and the rest of the 35th battalion clung for dear life as their LAAT gunships dipped into the atmosphere. Part of the advance force, along with the 46th battalion, the 35th had orders to set up camp at Fort Spreeno, an important spaceport for commerce with the locals. It was also where the majority of cortosis was being smuggled off planet and into the hands of the Separatists. By shutting down these operations, the fleet's commander, Captain Gilad Pellaeon, hoped to draw the Confederacy into a battle on this planet. This was why the 35th was being sent down early, to prepare defenses at key points on the planet.

As the 35th finally made ground contact, C-41 quickly gave orders to his men, telling them to begin cutting down trees and preparing landing zones for the various LAAT's that would carry heavy weapons and supplies down. As C-41 surveyed his command, he couldn't seem to shake an uneasy feeling about this whole mission.

"Hope the Separatists come at us soon." U-30 said from behind him. "This heats killing me."

"Better it than droids." C-41 said, "Man, will they ever get us armor that's not so bulky. That would help the heat at least."

"Unlikely." U-30 said, lifting a pack of supplies onto his shoulder. "The way the wars going, we won't have to worry about armor in a few years. We'll all be dead." Turning, he walked back towards the troops, yelling a string of rather creative curse words to get them motivated.

* * *

"Okay," U-30 raged from the rear of the LAAT. "I know the manual says to be patient when preparing an ambush, but this is ridiculous."

"Calm down buddy." C-41 said, though he silently agreed. "The Separatists need this ore. They need to come in and push us out." U-30 nodded, but was clearly not convinced.

The Republic Forces had been set up on this Force forsaken planet for a month now, and no Seps had even moved close to the system. Naturally, the Clones had been busy, setting up fire bases on the hills jutting out from the ocean of forest. These fire bases had artillery and LAATs on them, which would be used to cover patrols of clones that constantly walked through the forest. The idea was to be able to quickly react to any Separatist incursion and crush it at the landing point. Of course, this strategy relied on the Seps showing up. Until then, the Clones simply made endless patrols into the woods, searching for smugglers and illegal mining operations.

On this particular patrol, U-30 seemed to have decided against his usual stoicism, and instead seemed intent on complaining about everything from the sun, to the lack of Separatists trying to kill him.

"Yeah," U-30 said mockingly, "But we should be out there, blasting tinnies and taking down the Sep strongholds, not waiting here for a couple of smugglers trying to skim a profit. Plus, these patrols are pointless."

C-41 stayed quiet. U-30 was right about one thing; the patrols deep into the woods were about as pointless as it got. Technically, they were supposed to be looking for local smugglers trying to scrape a living of mining cortosis and selling it to the Seps. In reality though, it was just a show for the local villages, something to remind them that the republic was there, and watching. Not that they were at all hostile.

In fact, the locals were about the most welcoming group of people C-41 had ever seen. Every time he and a patrol walked through a village, they were bombarded with everything from food to the local shells and carved rocks they used as money. And none of them were even able to afford mining equipment; they were all farmers scrapping a living off the wet and humid terrain.

"We just do our job U-30." C-41 muttered quietly as they came to a tiny village. "Besides, I don't mind the patrols too much. These guys are so generous. I don't see why the 46th seems to think they're all Separatists."

U-30 grunted, but nodded his head in agreement, accepting a basket of grains from a little kid of five of six. The kid smiled, bowed and ran off to his nearby parents, pointing at U-30 as he went. The 46th battalion, under the command of Commander C-56, also known as Lapan, had supposedly had a very different experience. They reported finding weapon caches in the huts of the locals, and said that their sector, a couple klicks to the east of the 35ths camp, was filled with anti-republic sentiment. Of course, C-41 had searched his own sector, including this village, and found nothing.

* * *

C-41 was being bombarded on all sides, clasping hands and waving away offers of meats skewered on spits and toys made from local fibers.

The tiny faces looking up at him, with their slanted eyes, tan skin, and grinning white teeth, were alight with joy at seeing the strange white robot walking through their village. They pulled at his armor, just trying to feel the strange material. One of them, a little girl, maybe eight or nine with long black hair tied back in a ponytail, seemed fascinated with his helmet, and kept trying to reach up to grab it.

"_Well,"_ C-41 thought, _"Regulations say to maintain cordial relations with the natives."_

Carefully, C-41 picked up the little girl, letting her finally get a hold of his helmet. She took it off with a sharp jerk, and gasped in surprise. The children below soon followed her example, gasping and taking steps backwards. Then, they laughed in delight, and redoubled their attempts to lead him through the village.

"Uh, boss." U-30 said behind him, "We've got some work we have to do, remember?"

"Oh," C-41 said, placing the little girl back on the ground. "Right."

"Got a man here. Claims he knows about us." U-30 dragged C-41 over to a hut at the center of the chaos. There was an old man there, leaning against the hut as if he was terribly tired. The man was old, his whispy hair streaked with white. As C-41 approached, the old man began to babble incoherantly in his language. C-41 doubted he could translate it, even if he had an automated dictionary. However, U-30, a skilled linguist, was listening with interest.

"He says he recognizes us. That we are...blackened ones?" U-30 shrugged, still listening. "He says...Our bodies are painted on...the sacred place?" U-30 hesitated. "I think it translates to place of pain. he says our bones litter its field.

"Terrific." C-41 murmured drily. "I'll book a tour the next time I'm on vacation. What does he know about Seps?"

U-30 translated his question. The old man just looked confused and babbled back.

"He says he knows nothing about Separatists or other outsiders."

"So the mission was a waste." C-41 groaned, his voice tinged with bitterness.

"I wouldn't say that sir." One of his clones said, his arms around a pair of scandily clad native women. "I've made great strides in out foreign policy."

He laughed and kept walking, leaving behind a very annoyed U-30. "Can I please stun him?"

C-41 shook his head, and idea forming in his head. "Let's let the men have a ten minute break. It'd do them some good."

U-30 stared from behind his helmet. "Wha-! The great captain _ori'beskaryc_ is giving his men a break."

"Don't get used to it." C-41 grinned. "And tell the men to keep their buckets on. Don't want to freak out the locals.

* * *

C-41 was a very by the book clone. He didn't waste free time; He prepared. In this case, while his men went about eating and accepting the many gifts of the locals, C-41 sat against a rickety hut and began disassembling his blaster, cleaning each individual piece. He carefully pulled the remains of some droid from the rifle, cleaning the splatters of oil as if they were blood. As he did this, he was distinctly aware of a set of eyes were watching him.

He looked up, his eyes shielded by his helmet. There, sneaking up as if she were a soldier on patrol, was the little girl. Her wide brown eyes were watching him excitedly, as if he was something new and exciting. C-41 ignored her, determindly cleaning his rifle. If the little girl wanted to play, she'd have to do it somewhere else.

Then, C-41 noticed something; The little girl recognized him. Even with his helmet on, she'd picked him out from the rest of the clones. But how?

"My kama?" he thought, looking down at the skirt-like piece of fabric that wrapped around his legs. Kama were worn by commanders to distinguish them from the clone soldiers. Clones of course had no problem telling each other apart, even in full armor, but Jedi generals needed that extra visual clue. However, C-41 had never realized the kama made him stand out so much. The kama, though useful, made him a target for snipers.

The girl was right up to him now, and was fingering the segments of armor that he wore as if he were merely a statue. C-41 watched her, interest piqued now. The girl had inadvertently saved him from what could have been a very sudden death from a sniper. If a little girl could spot a kama, a droid would have not problem. And commanders were always the first targets.

"Well," he said, standing her up on her feet. "I owe you, don't I little tyke." He brought her up on his knee, balancing her expertly as he talked to her.

Over the next couple minutes, C-41 found himself unloading all his woes on this little girl. He talked to her, and she simply listened, probably unable to understand basic. But it was okay. Just the act of sharing his experiances was healing. he showed her a holo of the original 35th, and pointed out the friends he'd lost, and those he'd saved. It was a sad, but at the same time, happy experiance. The way the girl was just marveled by everything brought a grin to C-41's face.

Towards the end of his talk with her, he noticed her legs below her shorts were beaten up and covered with cuts; No doubt part of living in a jungle enviorment. C-41 nthought about his own legs, and how, even with full armor, he came back with cuts from the tall grass and plants. Looking at her, he pulled her in front of him, standing her on her own two feet. Whipping his kama off his waist, he took the kama belt and wrapped it around her so the tough clothe protected her legs.

"There." he said, tightening the belt so it wouldn't slip. "That should help. Okay?"

The little girl turned her head back and forth, craneing her head to see how the kama fell on her. She looked up at C-41, and the clone nodded, shooing her away. She skipped off, giggling to her parents.

* * *

C-41 and U-30 began gathering the squad, sending them ahead, he and U-30 bringing up the rearguard.

Turning, he shouldered his rifle, and walked out of the village, waving as he left.

"Aww." U-30 exclaimed mockingly after a few moments, "Looks like you've got a little stalker."

C-41 turned and saw the little girl following them, trying to remain hidden behind the trees and foliage.

"Go on!" He said, trying to add some steel into his voice. "Shoo! Get!"

"Don't think they speak basic." U-30 said holding back a laugh.

The little girl smiled at him, and ran back into the village, waving as she did. C-41 turned back to U-30, who was standing with his arms crossed, his head tilted slightly.

"Don't- Say-A Word." C-41 said before his friend could open with a smart remark.

"As you wish…Commander Nanny." U-30 snickered behind his helmet, and ducked the elbow C-41 aimed at his head.

* * *

The next day was just as boring as all the others. And the next. And the next. Two weeks later, U-30 wasn't the only one getting anxious. The entire 35th seemed to be going of their rockers. Even training had been far more exciting than this. To help alleviate the tension, C-41 had canceled ground patrols, and had the troopers take out the LAATs for rapid deployment maneuvers.

"Hopefully," He yelled over the roar of engines from the main compartment of his own LAAT gunship, "A little live fire exercise will help liven us up. So, we're splitting into squads and doing rapid deployment exercises. Each squad is going to take the day, and set up a camp under imaginary under fire conditions." The squad he'd chosen for his exercise, including U-30, nodded beneath their helmets, was mostly made up of his old friends from training on Kamino. There had been plenty to choose from, and he hoped to keep it that way.

* * *

As their LAAT swooped low over the ground, the terrain suddenly changed. C-41, who had been watching the ground beneath them change, was suprised when it went from green foilage to a long grey plain. Upon closer examination, C-41 saw that the ground below was a long scar that marred the planet. Curious, he ordered the pilot lower, and he and U-30 stepped off to investigate.

"Wayii!" U-30 exclaimed once his boots hit the ground, kicking up a thick cloud of dust and ash. "What happened here?"

"Let's find out." C-41 yelled over the repulsor lift of the gunship. Shouldering his pack, he and U-30 trotted across the palin and rolling fields.

* * *

After walking maybe a mile across hills of ash and sand, U-30 pointed something out to C-41.

"Look!" He shouted excitedly, pointing at a large cliff that seemed to be rising out of the ground. C-41 looked it over. The dark stone was probably the only thing out here besides the sand. Together, they trotted towards the cliff to get a better look. Once they were close though, they stopped.

"Check this out." U-30 murmured, pointing at the blackened side of the rock. C-41 saw. There were outlines of people on the side of the rock, their bodies shapes, permanently ingrained on the rock by some great heat that had charred it long ago. More importantly, the outline of the eyes looked awefully familiar.

"It's a T-visor." C-41 said, looking closer at the immage. As he leaned in, his foot caught on something. He would have fallen if U-30 hadn't caught his arm.

"Thanks." He murmured, glaring down at what had tripped him. It was a charred and broken hand.

"_No_." He thought, kneeling next to it, brushing away the ash. The hand turned into a whole arm, and then gradually gave way to reveal a torso and a T-visored helmet.

"Mandalorians." U-30 whispered, his voice layered with reverence. C-41 felt oly a vague sense of recognition with the body of this old soldier; U-30 was the one that was into that mando stuff, not him.

"Not all of one." C-41, examining the body closely. "The flesh is gone. This is just the armor."

"Must have taken a while to rot if it was sealed into the suit." U-30 tilted his head, looking back around their surroundings. "Our outer bones...This must be the place of suffering the natives were talking about. Who knows hoe many are buried across this place."

"Sounds about right." C-41 said, dusting himself off as he got to his feet. "All right, lets get out of here."

* * *

At the end of the day, C-41 couldn't help but be proud of his men. Eight times, his squad had made their drops, rappelling down on ropes and quickly setting up a perimeter in record time. All the other squads in the 35th had met with the same success. No injuries, no falls, no problems. As the LAAT gunship flew through the night, C-41 looked around at his squad. They were good men. All of them. Brothers. Then…

"Commander," their pilot, a clone named Hopper radioed from the front. "We've got a problem. Look out to the left at twenty degrees." C-41 obliged, leaning out of the open door of the gunship. He gasped.

Rising out of the forest was a billowing cloud of smoke, sprinkled with sharp biting flames at the fires base, C-41 saw the village they'd visited earlier that day silhouetted against the flames.

"Get us down there now!" C-41 said, taking a grappling hook from his belt and attaching it to the rappelling device on the end of his rifle. "I want a low fly over to access the situation, followed by quick insertion. You copy?"

"I copy commander." The LAAT dipped down, belly inches from the tree tops. As they quickly closed on the flames, C-41's heart turned to ice. There, in the village, was a company of clones. But they weren't helping the fires. No, they were starting them. Everywhere C-41 looked, he saw clone troopers pulling people out of their homes and dragging them to open areas where they were executed. Fleeing civilians, men women, and children, were cut down as they ran screaming from the flames. There was no raping, no looting, just cold, efficient, quiet killing. Just outside the village, a line of the locals was pushed into the irrigation ditch, and a heavy repeating blaster opened up on them, tearing into the crowds.

"Take us down now!" C-41 yelled.

"What the hell is going on!?" U-30 screamed over the roaring engine. "It's a blood bath down there. What are those clones doing?"

"Their insignias indicate they're from the 46th." Hopper radioed from the front. "I'm trying to get a connection from command, but there's too much interference. I'll have to move out of range to get a comlink signal."

"Keep trying." C-41 yelled back. "Try and raise command. We'll need more support here."

Behind him, C-41 could here U-30 struggling with the E-Web repeating blaster, setting it up in the compartment on its tripod. Looking down at the ditch, C-41 saw a young boy struggling to get out of the ditch, his little arms trying to swim through a sea of bodies. Cursing, C-41 activated the rappelling rope at his belt and stepped out of the gunship, firing as he fell.

He aimed carefully, only hitting the legs of a few nearby clones that were aiming at the boy. Before his feet even hit the ground, he detached the cable from his belt, landing in a crouched position. Hurrying forward, his rifle waving back and forth in front of him, he ran to the little boy, grabbing his arm and pulling him from the pile of bodies. The little guy was crying profusely, and was desperately trying to push C-41 away. He ignored the boy's screams of fear and anger and turned, running back to the gunship that had landed behind him.

"Get the squad set up around here." He said to U-30. "I'm gonna go figure out what the hell's going on here. There are still people alive in that ditch. Start evacing them!"

"We don't have enough room on the gunship for us and them." U-30 protested, but C-41 cut him off.

"Just do it. And if any of these bastards tries to shoot them or you, take'em down with the E-Web. We'll evac later."

"Yes sir." U-30 said, already turning and screaming orders at his bewildered squad. C-41 turned, running into the burning village. The flames were hot, but C-41's armor protected him from most of it. The Civilians were not so lucky. Many were now fully ablaze, running blindly from the village, only to be torn to bits by the fire from Clone trooper's rifles.

"Hold your fire!" He yelled to a squad of clones about to throw a grenade into a small hut filled with people. They paused, seeing a clone that vastly outranked them. Then, they turned and threw their grenades, and the hut exploded, taking the people inside with it. C-41 saw their shadows against the flames, writhing in pain.

"Hey," He roared at the clones. "I gave you an order!" The clones turned to him calmly.

"Sir, we have outstanding orders from commander Lapan to remove all Separatist insurrectionists from this village."

"Like hell you will!" C-41 roared back. "Sergeant, you take you and your men and start telling all clones in this area to stand down."

"Sorry sir." The sergeant leading them said, tapping his helmet. "We've just received orders that all non 46th battalion soldiers are to be arrested. Sorry." He said, raising his blaster rifle. C-41 reacted quickly, throwing himself to the side and taking cover behind a hut just before a storm of blue blaster fire tore apart the ground he'd been standing on. Taking his blaster, he fired at the huts wall, burning a hole through it, and stepped inside. It was empty, except for furniture and the body of an elderly man who had clearly been executed, his head a shredded hunk of meat.

Disgusted, C-41 moved as quickly as he could out of the room, trying to elude his pursuers. As he rounded another corner of the village, and was shocked to see the little girl from the day before standing in the middle of the street, being roughly herded forward by a pair of clones. C-41, suddenly filled with desperate energy, sprinted towards her.

"_I don't even know her name_." He thought desperately. Raising his rifle, he tried to fire, but his field of vision was suddenly blocked by a TX-130 hover tank. The tank turned, trying to bring it's forward facing turrets to bear on C-41, but he jumped, landing heavily on its front and clinging for dear life. The clone commanding the tank, located on top, tried to turn the beam turret at his post at him. C-41, still holding on for dear life, dropped his rifle and drew his pistol from his belt, firing a single shot through the clones black visor.

Pulling himself up, he climbed up the tanks sloping front, even as it spun and bucked, trying to shake him off. Reaching the open hatch, C-41 grabbed a thermal detonator from the dead clone's belt and activated it, but was surprised when a armored fist rose from the tank and struck him in his neck. He fell backwards, gasping for breath, but still clutching the grenade in his hand.

"_Fifteen seconds."_ He thought, blearily getting to his feet. The other clone had hauled himself out and drew his pistol. C-41 rose from his bent over position, spinning his body and lashing out with his left arm. The shot went wild as he backhanded the pistol and sent it spinning into a burning hut, but not before the shot sizzled through his shoulder armor. The clone lunged forward, throwing a kick at C-41's waist, but he caught it with his left hand and stepped forward, ramming his helmet into the clone once, twice, three times. The clone fell backwards, and C-41 used that momentary distraction.

"_Five seconds_." He thought desperately, and dropped the grenade into the hatch. With a shout, he jumped, hitting the ground with a grunt and a roll. Before he could get to his feet, the tank exploded, sending C-41 flying into and through the wall of a hut.

* * *

Rubbing his head, C-41 got to his feet, searching the ruined street for his rifle. He found it, checked it for damage, and hurried down the street once more, eyes flashing for clones as he did. Most of them ignored him, too busy ferreting out the remaining children and civilians from their homes. Finally, towards the outside of the village, C-41 saw the girl, still clutching his kama, , standing with a few of her fellow villagers. They were in a line, standing before a ditch. Behind each of them, a clone trooper stood, rifles not aimed, but ready. Behind them, his arm raised like a guillotine, was Commander Lapan.

"Commander!" C-41 exclaimed angrily. "What the hell do you think you're doing!?" The clone commander turned, surprised.

"Commander C-41." Lapan said inclining his head. "You really need to pick a nickname. Those numbers do you no justice. I like the nickname Tank Buster for you."

"What is the meaning of this commander?" C-41 shouted angrily. "We have no orders to attack, particularly innocent villages."

"Innocent villages?" Lapan said, spreading his arms as if in protest. "These people are supporters of the Separatists. They have stored weapons in preparation for-"

"That's a lie!" C-41 said, socking the commander in the stomach. "I've personally searched this village. There was no stockpile of weapons. Besides, we received no orders to attack."

"The Command code is explicit." Lapan said mechanically as he got to his feet. "All enemies of the Republic are to be removed. This village and its people were one such enemy. Now," He said, reaching out with a hand to grab C-41's throat. "Get out of my way." With a powerful shove, he threw C-41 to the side, where he landed a couple meters away from the prisoners. He winced as he landed on his mauled shoulder, looked up, and watched as Laplan raised his arm, prepared to give the order.

"So, that's the situation Captain." The hologram of Hopper said. "I'm returning now to try and pick up the commander. I will report back when I have them."

* * *

"Hurry trooper." Pellaeon said from his command bridge. "You won't have long."

"Understood captain." Hopper said, cutting the connection.

"Captain!" Another voice said behind him. "We have visual confirmation of a firefight. And the 46th base is confirmed as being abandoned." Pellaeon sighed. He was afraid of this.

"All right," he yelled with authority, "get the second in command of the 35th on the com. Tell him to scramble his gunships and get them over to that village. They have ten minutes to evacuate the village after contact." The bridge looked at him, waiting on his every word. It was like the whole galaxy had taken a deep breath, and was holding it.

"Then, we execute Order 89!"

**_Please review. I'd like to hear what everybody thinks._**


	2. Chapter 2 All the Same

**_All right, this is the end. _**

**_However, I send out this message to anyone willing; I NEED A FAN ART ARTIST FOR STORY! PLEASE PM ME IF YOU ARE AVAILABLE!_**

**_Thanks. I would do it myself, but I have very little artistic talent._**

Hopper brought his LAAT in as close as he could to where the clone squad he'd left behind was set up. They'd created a tight perimeter, and as far as Hopper could tell, were all alive and fighting. However, he was distressed to see about fifteen or twenty people were also gathered inside the perimeter, well over the load limit he could carry. As the LAAT settled, the civilians clambered to get on, and Hopper, cursing, jumped from the cockpit.

"Get back!" He yelled, aiming his drawn blaster at the civilians. "Go on! Step away from the gunship." The villagers backed away slowly, eyes darting nervously. Hopper disliked being so harsh, but if these civilians panicked and rushed his gunship, they might destroy it.

"What are you doing?" Hopper yelled at U-30 as he and a few other clones began herding a few civilians to the gunship. "We don't have room for all these guys!"

"I know." He yelled back. "But they just keep gathering over here. Evidently, they want to get out of here. Can't say I blame them."

"Well, we can't get them all out, even if we did leave your squad behind, and there's no way we're doing that."

"Fine." U-30 said in an exasperated voice. "I'll get C-41."

"You mean he hasn't come back yet!" Hopper said urgently. "Brother, we do not have time for this. Get your squad and strap in."

U-30 was about to just give in and call it quits, when the sound of blaster fire suddenly jerked his mind back into the present. A squad of the 46th troopers had begun firing on him and his squad. Flashes of blue light lanced out, throwing dirt and dust off of his squads hastily erected fortifications.

"Keep the civilians heads down." He ordered the pilot and ran back to where his own squad had readied a skirmish line. "We'll sit tight for a bit and wait for reinforcements. Did you tell Captain Pellaeon?"

"Yeah, and his orders were to get out of here as soon as possible." Hopper protested. "We need to go, soon. Order 89."

"I know." U-30 said in an annoyed voice. U-30 looked up, eyes searching for some form of salvation. Then, as if the sky had heard his thoughts, a flight of LAATs shot over the treetops. They had a red teardrop insignia painted on their side, and a second later, troopers from the 35th were jumping and rappelling down ropes like acrobats.

"Good to see you." U-30 said to C-54, C-41's second in command, who had led the troopers there as soon as possible. The troops were fanning out, creating a perimeter.

"Yeah," C-54 said, "But I would like to know what the hell's going on here. Pellaeon made it clear we are to evac immediately with as many of the civilians as possible."

"What about troopers from the 46th?" U-30 asked, waving at a pair of prisoners he and his men had captured and cuffed.

C-54 looked at them with disdain. "Waste of good genes, but them too I suppose. Make the civilians priority."

U-30 nodded, and snapped orders to his troopers. They set about loading their prisoners while the rest of the 35th spread out, grabbing civilians still trapped in the flames and dragging them out onto the LAATs. Several clones of the 46th attempted to stop them and were dispatched quickly, either killed or captured. U-30 reasoned that the civilians who had already escaped into the woods would be fine. After all, this was their planet, and the clones of the 46th weren't chasing them into the woods, just keeping the perimeter around the village.

"Sir!" U-30 heard a clone say to C-54, "We've searched most of the village, but we don't have any more time. There are still squads of the 46th dug in there, and we'd take casualties pushing them out. Captain Pellaeon made it clear to be out of here in fifteen, and we only have three minutes left before our time runs out."

"All right." C-54 nodded. "Load up. I only brought part of the 35th, so we should still have room on the LAATs. Let's move."

"What about commander C-41?" U-30 said, grabbing C-54's shoulder and shaking. "What about him?"

"He's probably already onboard or dead. Either way, we have to go now."

U-30 watched as the clones grabbed their wounded and prisoners, and started piling onto the gunships. He knew it was pointless to argue. Orders are orders. But looking back, he saw flashes of blue blaster fire, and knew C-41 wasn't dead yet.

* * *

C-41 watched, horrified, as Lapan raised his arm. Time seemed to slow as he looked at the line of clones. His angle gave him a shot at each of the clones, but there was no way he could take them all down in time. It was a hopeless shot, especially with his left shoulder badly burned from a blaster shot.

Then, C-41 was struck by sudden inspiration. Using his right arm he raised his blaster rifle, trying to keep it steady with one hand. Then, he activated the rappelling cable launcher and fired. The line of cable shot out, hitting the thigh of the clone farthest away, on the far end of the firing squad line. Reaching up with his wounded hand, C-41 hit the retract button.

The clone he'd hit, realizing what was happening, tried to jump away, but couldn't. As the cable snapped back with enough force to pull a clone up a vertical wall, C-41 braced himself, making sure he wasn't the one being pulled. The clone legs shot out from under him, and he slid towards C-41, knocking the other clones legs out from under them. They fell to the ground like bowling pins, their shots going off in every direction, but missing their prisoners.

As his captured clone got closer, C-41 fired a pointblank shot from his rifle hitting the oncoming clone in the stomach. When the clone was close enough, C-41 detached his cable and pulled the clone up, using him as a shield from Lapan, who had drawn his blaster pistol and fired at him. The bolts struck the wounded clone, killing him instantly and shattering his armored torso. C-41 drew the clone's pistol from its holster and fired at the execution squad, wounding two and killing another before they could get to their feet. The other two managed to turn their rifles on him and fired.

Pushing the clone away, C-41 rolled under a hail of blaster, coming up with his pistol blazing at the other two while his rifle was firing wildly in his other hand at Lapan. The commander dove away, taking cover behind a hut. The other two soon were wounded, their chest armor crumpled under the heat of blaster bolts from his pistol. Turning to the refugees, C-41 dropped his rifle and tried to show them he was a friend.

"It's all right." He said, palms raised in front of him. "I'm here to help you." The natives all looked at him, clearly scared, but understanding they weren't under any immediate threat. The little girl was looking at him from behind one of the villagers' legs, eyes wide.

Off on the other side of the village, C-41 saw several LAATs beginning to take off, carrying clones and refugees alike. They didn't have much time.

"Come on." C-41 said, holding a hand out. "Come here." She wasn't coming.

C-41 was about to move towards her when he felt himself fly forward, a numbing sensation crawling up his left side. He spun, landing on his back, and saw Lapan pushing his way through a burning hut. Ash and cinders fell around him, and the flames behind him silhouetted his body. It was a terrifying spectacle, the dark eyes of his helmet tinged with the reflection of orange flame.

"Stop right there." Lapan said, calmly firing his pistol. Another bolt struck him in the stomach, but the majority of it was absorbed by the armor.

"_Not dead."_ He thought as he rolled over gasping. "_Just got the wind knocked out of me."_ He looked up and saw the villagers running away as fast as they could into the dark woods. All except for the little girl. C-41 got up, and waved at her, screaming at her.

"Go on! Run!"

She didn't though, and as C-41 began pushing himself up again, he felt a hammer blow hit his helmet and send it spinning off his head. It bounced once, then settled a few feet from him.

"You really shouldn't have betrayed the Grand Army C-41." Lapan said, walking past him. "Surely you realize that these people were a threat to our hold on this planet."

"Even this girl." C-41 said, struggling to one knee. "Are you out of your mind?"

He tried to stand up, to lunge forward and tackle Lapan, but he'd already stepped away, holding the girl in his arms. She squirmed and cried, kicking at Lapan. Then, she stopped, and looked at C-41. She broke into a smile, and C-41 realized why. He had his helmet off. She'd recognized him. Lapan looked at her, then at C-41, then back again. He laughed.

"Oh, she thinks you're different, doesn't she. She recognizes you."

C-41 didn't answer; he just glared angrily at the commander, trying to think of some way to turn his mangled body into a weapon. His left side was rapidly becoming numb, as was his right shoulder, and the gaping hole in his stomach armor was cutting into his skin with its jagged sides. He could barely move, let alone fight.

"Well," Lapan said, not smiling or showing any emotion at all. "I hate it when people die with delusions like that." Holding the girl in one hand, he reached up to his helmet and pulled it off. The little girl looked at him, gaping, and then looked back at C-41. She was confused. Here were two men, one trying to save her, one who had killed her family. Both of them looked like her friend from the other day. And they were both the same. She began to cry, and all C-41 wanted to do was stop her. He couldn't stand it.

Off in the distance, the last LAAT took off, taking his hope of escaping with it. Drawing his pistol, with his right hand, he aimed it at Lapan.

"She dies, you die." He said in a guttural voice.

"We all die eventually." Lapan said, raising his blaster. "I'm just speeding up the process for Separatists and traitors like you."

"I'm no traitor." C-41 said, feeling his pride being aroused. "No clone would waste ammo and time on this job without orders. It's inefficient and wrong. You're the traitor."

This gave Lapan pause, startled by the logic of his statement. In that moment of distraction, C-41 found enough strength in his legs to spring forward, throwing his body through the air to tackle Lapan. He tried to turn his blaster on him, but missed, only grazing the armor on his back. The girl flew away, but C-41 couldn't think about her right now. Training kicked in, and every fiver of C-41's being obeyed it.

They rolled on the ground. Lapan was stronger and uninjured, but all C-41 had to do was hold him here long enough for the girl to escape. But as they punched and kicked, pummeling each other with precise jabs and grabs, C-41 saw the girl there, looking stunned.

"_Shock."_ C-41 thought grimly. Then, all his thoughts were obliterated as Lapan jammed his fist into C-41's wounded side, twisting. He howled and kicked up with his good leg, sending Lapan sprawling. Breathing hard, C-41 looked up and was surprised to see a flight of PTB-625 bombers flying low over the horizon.

"_They're gonna bomb the village."_ C-41 thought. "_Take out the rouges in one swoop. Order 89."_

Suddenly, desperation welled up inside him and C-41 thought he could move mountains with his energy. Sweating and bleeding, C-41 stood up, tearing his chest and arm armor off. He limped over to where he'd dropped his rifle and picked it up with his good arm. Hearing Lapan charging at him from behind, he spun like a dancer, and used the rifle as a club, bashing him across the face, sending him sprawling.

As the bombers continued their approach, C-41 squinted at the horizon, searching. Then, he saw it. There, shooting forward just ahead of the bombers, was Hopper's gunship. It looked scarred and beaten from its ordeals, but it looked so beautiful to C-41 that day, he almost cried. He looked around, searching for the girl, and quickly found her, hiding in fear behind an upturned piece of furniture.

"Come here." He said, holding out a hand. "We've got to hurry." But the girl didn't budge. She was terrified.

"_She thinks I'm Lapan."_ He thought, and anger welled inside him. The LAAT was fast approaching. To have come this far and let the girl die was not an option. So, he did the one thing that seemed sensible to him at the time. Grabbing her by the arm, he put her in one of his tight arm bars, making sure she couldn't get away, and dragged her out from the furniture. As they tumbled into the clearing, he bundled her up the best he could with his left arm, making sure he had a tight hold on his struggling package.

Then, attaching the cable launcher in the rifle to his belt, he fired it, launching it in an arc towards the oncoming gunship. It attached firmly, and a second later, C-41 felt his feet jerked off the ground and a he soon was watching the ground fade away. There were still clones from the 46th in the village, and as the bombers continued their run, C-41 saw the remnants obliterated.

Once the LAAT had leveled out, C-41 shouted for the clones inside to haul him up. They obliged, though when C-41 saw who was pulling him up, he groaned loudly.

"Remind me to never let me babysit my kids." U-30 said with a sardonic grin on his unhelmeted face.

"Shut up and pull." C-41 groaned. "And get some bacta ready. My left side hurts like a-"

"Hey," Hopper yelled from the front of the cockpit. "No swearing in the gunship. Especially in front of the kid." U-30 laughed, but his face fell when he saw how shot up his friend was.

"Crazy bastards." He muttered as he applied bacta to his commander. "What were they thinking?"

"That's what I'd like to know." C-41 agreed through gritted teeth. "Can you raise Captain Pellaeon?"

"Already done." U-30 said from the front. "I'm to drop you guys off at the _Griffin_ for debrief. Hold on!"

Yanking his joystick back, Hopper sent the gunship into a sharp rise, giving the clones a brief glimpse of the village. The bombers had unleashed their load of proton bombs. Now a torrent of flame was rising from the village, spreading and engulfing the fringes of the jungle.

* * *

"So," Captain Pellaeon said before the collection of clones and deck officers in front of him. "Has the 46th been dealt with?"

"Yes sir."C-54 said, taking a step forward. "My troopers went through the remains of the village. All clone armor has been accounted for. Most of the bodies had been disintegrated by the heat, but it's unlikely that any sizable number escaped."

"Very well." Captain Pellaeon said, sighing deeply. "As for you C-41…"

C-41 stood at attention, ready to be either reprimanded or praised. He had engaged fellow clone troopers without order from high command. Logically, such actions could not be tolerated. Independence left weaknesses in the ranks. Still, the army was funny like that. You could be executed or promoted for independence.

"I'm recommending you for a new program being set up on Kamino. Certain Clone Commanders who have shown promise are being recruited for Advance Reconnaissance Commando training. You'll leave C-54 in command and return when you finish, retaking command and passing on your skills to the 35th. Do you accept?"

C-41 waited for a moment, thinking it over. But Clones are not trained to be indecisive.

"Yes sir!" He said, snapping off a salute. Pellaeon nodded and looked at his clones, dismissing them before turning to talk with his officers.

"Inform Chancellor Palpatine that we were forced to execute Order 89. Tell him that the situation is under control, but that I recommend an increased watch on all clone commands, in case of more clones going rouge." The officer nodded, and looked thoughtful.

"Order 89, the destruction and disposal of clone units when they present a danger to Republic security." The officer recited, as though reading from a manual. "Hard to believe it would come to that. I thought all clones were the same."

"We're all shaped by our experiences." Pellaeon said, looking at the clones retreating backs. "I suppose something must have happened that caused C-56 to turn so violent, but perhaps it is one of the mysteries of war that we'd do better to not pursue."

"And the refugees?"

"Have them separated into family units and scattered. It pains me to do it, but we cannot send them back and we can't have a large community of people causing an uproar over this. Republic reputation would never recover."

"And those without families."

"I leave their fate to you. I trust you can find a good home for them. A place where they'll be taken care of."

"Yes Sir." The officer said, and turned about, going to fulfill his tasks. Pellaeon turned back, looking at the stars through the viewport of his command bridge. His mission was already a failure. That much was clear. Still, what disturbed him more was the actions of the 46th. If clones who were trained to be fanatically loyal could act like that…

* * *

C-41 shouldered his pack, shaking the hand of C-54.

"I'll take good care of them sir." He said, smiling beneath his helmet. "When you come back, we'll be ready."

"Thanks trooper." C-41 said gratefully. Turning to U-30, he held out his hand. With an exaggerated groan, he took it.

"Figures," U-30 said with a comical frown of annoyance. "I do all the work, you get the promotion."

"I'm sure you'll be next old friend." Waving good bye, C-41 moved towards the transport, walking up the ramp. As he got to the top, he was shocked to find several refugees from the village, waiting for takeoff.

Among them was the little girl. She looked at him, but instead of smiling this time took a step back in fear. C-41 saw her wrist was wrapped in cloth, broken from when he'd hauled her onto the gunship. How, looking at him, confusion and fear flashed across her face, as though she wasn't sure what to think. C-41 felt his stomach drop. It was the same feeling he got when he saw one of his comrades killed or wounded. She was stil clutching his kama, as if it were her own lifeline.

"_She's alone now."_ He thought, shuddering. That was one of the things he thought clones feared most. Growing up, constantly in the company of each other, the clones were a tight nit group. Except the ARC's, but they were crazy by all accounts.

At that moment, C-41 realized that that little girl would never look at any clone the same way again. Unlike normal people, they all looked alike, so every time she saw one, she would only see C-56 slaughtering her village.

"_Hmmm,"_ C-41 mused silently, as he continued on his way. _"When all soldiers look alike, how do you tell the good from the bad?"_

**_Thanks for reading. Please review. It makes me feel all warm and fuzzy ; )_**


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